Miscellaneous VMI Request

MISCELLANEOUS VMI REQUEST

Request Identification

Request ID:    Date of Request: 

Parties

Vendor Entity Type:  Corporation   LLC   Partnership   Sole Proprietor   Other

WHEREAS Recitals

WHEREAS, Client Name: operates facilities and requires inventory management services for certain stocked items; and

WHEREAS, Vendor Name: represents it has the personnel, systems and procedures to provide Vendor Managed Inventory (VMI) services under the terms set forth herein; and

NOW, THEREFORE, Client and Vendor desire to record the request and terms for a VMI arrangement as set forth in this Miscellaneous VMI Request.

Scope of Work

Delivery, Title, and Storage

Title to stocked goods shall remain with Vendor until delivery to Client's consumption point unless otherwise agreed in writing. Vendor will maintain records of on-hand and on-order inventory and permit Client reasonable inspection upon prior notice.

Payment Terms

Base fee per replenishment:   Plus unit pricing as set forth in itemized SKUs. Invoices shall be issued monthly unless otherwise agreed. Payment is due within days of invoice date.

Unpaid amounts shall accrue interest at % per month (or the maximum permitted by law) and Vendor may suspend replenishment services after providing days' written notice.

Term and Termination

Effective Start Date:    End Date (if any): 

Either party may terminate this VMI arrangement for convenience upon days' prior written notice. Termination for cause is permitted upon material breach that remains uncured for days after receipt of written notice specifying the breach.

Confidentiality

Each party shall treat all non-public information received from the other in connection with this VMI Request as confidential, shall not disclose such information to third parties except to those employees and contractors with a need to know, and shall use the same degree of care to protect such information as it uses to protect its own confidential information but in no event less than reasonable care. Confidentiality obligations shall survive termination for a period of three (3) years.

Performance, Insurance, and Liability

Each party's aggregate liability for loss arising out of or relating to this VMI Request shall be limited to direct damages up to the greater of (a) the total fees paid by Client to Vendor under this Request during the preceding twelve (12) months, or (b) fifty thousand dollars ($50,000). Neither party shall be liable for consequential, incidental, punitive or special damages except in cases of gross negligence or willful misconduct.

Reporting and Audit Rights

Client reserves the right to audit Vendor records relevant to inventory levels and replenishment upon reasonable prior notice, during normal business hours, no more than once per calendar year unless material discrepancies are identified.

Governing Law

This Request shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. Venue for disputes shall be the state or federal courts located in the chosen jurisdiction.

Entire Agreement

This Miscellaneous VMI Request, together with any attachments, exhibits, and referenced itemized SKUs, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior or contemporaneous agreements, understandings, proposals or representations, whether written or oral. Any amendments must be signed by authorized representatives of both parties.

Additional Provisions

Approvals

By signing below, each party warrants that it has full authority to enter into this Miscellaneous VMI Request and that the person signing is an authorized representative.

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